Fort Walton Beach Resolution — 82-22-Ind Revenue Bonds-Gator Distributors — reading text

c C> work; or ( 2) upon thebeing furnished a certificate by Trustee the AuthorizedCompany Representative or the Consultant, as the Trustee may require, stating that ( a) the property forming a part of the Project that was destroyed or damaged is not essential to the Companyls use or occupancy of the Project, and if the security for the Bonds represented by the remaining Project is, in the opinion of the Trustee not materially reduced thereby to less than that existing on the completion date of the Project, or ( b) the Project has been restored to a condition substantially equivalent to its condition and value as of the completion date of the Project, or ( c) improvements have been acquired which are fully adequate for the Companyls operations at the Project, and. in the opinion of the Trustee resul t in the val ue of the Project as security for the Bonds remaining at least equal to the value of the Project as of the date of completion of the Project, and the Trustee having no knowledge of any default by the Company under this which has not been remedied, Agreement such insurance pro- ceeds shall be paid by the Trustee to the Company or, if the Company shall so direct the Trustee in writing, into the Bond Fund and applied by the Trustee in the manner provided in this para- graph. The Company shall not, by reason of the payment of any excess costsunder clause ( 1) above, be entitled to any reimburse- ment fromthe Issuer or the Trustee or any delay, abatement or diminution of the Financing Payments payable under this Agreement or any other sums payable by the Company hereunder. Any balance of such insurance proceeds remaining in the Construction and Acquisition Fund after the payment of all the costs of such repair, rebuilding or restoration shall be paid into the Bond Fund and shall be used within twelve ( 12) months of deposit therein by the Trustee for the purchase or redemption of Outstanding Bonds as provided in the Indenture. In the event that less than all of the Bonds are to be purchased or redeemed, the Company shall furnish to the Trustee a certificate of the Company or the Consultant, as the Trustee may require, stating that the property forming a part of the Project that was damaged or destroyed is not essential to the Companyls use or occupancy of the Project or the Project has been restored to a condition substantially equivalent to its con- dition as of the completion date of the Project and improvements which are fully adequate for the Companyls operations at the Project have been acquired and made a part of the Project, and in any case the value of the Project after such damage, destruc- tion and/ or partial repair is not reduced below that existing on the completion date of the Project. The Financing Payments described in Section 4. 03 hereof shall be reduced to the extent of such Bonds purchased or redeemed under the provisions of this paragraph. C) If, at the time insurance proceeds for such damage or destruction are paid, remain Outstanding under the terms no Bonds of this Agreement or any insurance proceeds shall remain in the hands of the Trustee after all Outstanding Bonds have been paid in full or provision for payment made and all expenses and fees of 29 the Trustee and Issuer have been paid, such insurance proceeds will be paid to the Company. D) Any moneys heldTrustee by as the provided in this Section may, atthe written request of the Company, be invested or reinvested by the Trustee, as specified by the Company in such request, in such investments as are authorized for investment of fund moneys pursuant to the provisions of Article V of this Agree- ment, maturing not later than the date or dates specified in writing by the Company on which such moneys shall be needed for the purposes herein provided. Any earnings or profi ts on such investments shall be considered as part of the insurance proceeds and the amount of any losses on such investments shall be: forth- with reimbursed to the Trustee by the Company. SECTION 7. 02. OBLIGATION IN EVENT OF CONDEMNATION. So long as any remain Outstanding under the terms of this Agreement, Bonds if title to the Project or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or c:orporation acting under govern- mental authority, the Company shall be obligated to continue to make the Financing Payments as specified in Section 4. 03 hereof. If no default is continuin~ hereunder, the ~ roceeds derived from any such condemnation which shall received by the Trustee, be to whom the Issuer and the do hereby assign their respective Company interests in any award made in eminent domain proceedings with respect to any part of the Project, including the land described in Exhibit A and any other land or improvement thereto which may be added subsequently to the Project, and shall be deposited into the Construction and Acquisition Fund for application by the Trustee in one or more of the following ways as sh~ ll be directed in writing by the Company: A) To the restoration of the site and improvements of the Project to the substantiallysame condition and value as they existed as of the date of completion of the Project. In the event such condemnation proceeds shall be insufficient to pay in full the costs of such restoration, the Company will nonetheless complete the work thereof and pay from its own funds the amount necessary for such completion, and prior to disbursement of such proceeds to the Company by the Trustee, the Company or the Consultant as the Trustee may require, shall furnish to the Trustee a certificate stating that the Project has been restored to a condition substantially equivalent to its condition and value as of the date of completion of the Project. B)the To acquisition, by construction or otherwise, of land and improvements fully adequate for the Companyls operations at the Project ( which land and improvements shall be made a part of the Project to the same extent as if such land and improvements were specifically described herein and subject to this Agreement and which shall be available for use and occupancy by the Company 30  c: o without payment or expense other than herein provided); provided, that such land and improvements shall be acquired subject to no liens or encumbrances other than Permitted Encumbrances, and prior to disbursement of such proceeds to the Company by the Trustee, the Company or the Consultant, as the Trustee may require, shall furnish to the Trustee a certificate stating that the Project has been restored to a condition and value substantially equivalent to its condition and value as they existed on the completion date of the Project. C) deposit into the Bond Fund for use within twelve ( 12) To months deposit therein by the Trustee to purchase or. redeem of Outstanding Bonds as provided in the Indenture; provided, that no part of any such condemnation award may be appplied for such purchase or redemption unless ( 1) all of the Bonds are to be purchased or redeemed in accordance with this Agreement; or ( 2) in the event that less than all of the Bonds are to be purchased or redeemed, the Company or the Consultant as the Trustee may require, shall furnish to the Trustee a certificate stating that a) the property forming a part of the Project that was taken by such condemnation proceedings is not essential to the Company I s use or occupancy of the proj ect, or ( b) the proj ect has been restored to a condition sub~ tantially equivalent to its condition and value as existed on the completion date of the Project, or ( c) improvements which are fully adequate for the Companyls operations at the Project and which in the opinion of the Trustee maintain the value of the Project at substantially the same value as they existed on the completion date of the Project, have been acquired and made a part of the Project. The Financing Payments described in Section 4. 03 hereof. shall be reduced to the extent of such Bonds purchased or redeemed under the provisions of this paragraph. D) If at the time such damages for such condemnation are paid, no Bonds remain Outstanding under the terms of this Agree- ment, any balance of condemnation proceeds or remain after all Outstanding Bonds shall have been paid in full or provision for payment having been made and all expenses of the Trustee and the Issuer have been paid, then to the Company. The shall within ninety ( 90) Company days from the date of entry of final order in any eminent domain proceedings granting a condemnation, but not prior to the expiration of the appeal period applicable to such final order, direct the Issuer and the Trustee in writing as to which of the ways specified in this Section the Company elects to have the condemnation award applied. Any moneys held by the Trustee under the provisions of this Section may, at the written request of the Company, be invested or reinvested by the Trustee, as specified by the Company in such request, in such investments as are authorized for investment of fund moneys pursuant to the provisions of Article V of this 31  o C) Agreement, maturing not the date or dates specified in later than wri ting by the Company which such moneys shall be needed for on the